Titan Machinery Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TITN
Other Specialty Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2024 annual meeting of stockholders (the "Annual Meeting") of Titan Machinery Inc. (the "Company") held on June 3, 2024, the Company's stockholders approved the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (the "Plan"). The Company's Board of Directors had unanimously previously approved the Plan on April 15, 2024, subject to receipt of stockholder approval. A description of the Plan was set forth in the Company's 2024 definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2024 under the heading "Approval of the Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (Proposal 4)," which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to this Current Report on Form 8-K as exhibit 10.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 3, 2024. The votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal No. 1 — The stockholders elected the following Class II nominees to the Board of Directors for a three-year term.
| For | Withheld | Broker Non-Votes | |||||||||
| Stan Erickson | 16,751,140 | 1,248,311 | 1,217,602 | ||||||||
| Jody Horner | 17,241,725 | 757,726 | 1,217,602 | ||||||||
| Richard Mack | 17,242,373 | 757,078 | 1,217,602 | ||||||||
Proposal No. 2 — The stockholders adopted the non-binding resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2024 Proxy Statement.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 17,372,407 | 601,738 | 25,306 | 1,217,602 | ||||||||
Proposal No. 3 —The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ended January 31, 2025.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 19,038,798 | 168,248 | 10,007 | - | ||||||||
Proposal No. 4 —The stockholders approved the Plan.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 15,946,265 | 2,033,495 | 19,691 | 1,217,602 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Second Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 4, 2024
| TITAN MACHINERY INC. | |||||||||||
| By | /s/ Robert Larsen | ||||||||||
| Robert Larsen | |||||||||||
| Chief Financial Officer | |||||||||||